Sonic Underground: Equestria Girls - Rainbow Rocks
by SonicPrime972
Summary: After a year, the Underground has returned to Canterlot High, and this time they've brought more of the team, looking for fun and adventure. But what they find is trouble. Evil beings from Equestria called the Sirens have taken over and Scourge and Fiona have allied themselves with them. Can the team fight them back or will the multiverse be enslaved? Enjoy!
1. Chapter 1

**All right, welcome to book 2 and here's where things are gonna get fun. Here's the rundown.**

 **After a year, the Underground has returned to Canterlot High, and this time they've brought more of the team, looking for fun and adventure. But what they find is trouble. Evil beings from Equestria called the Sirens have taken over and Scourge and Fiona has allied himself with them. Can the team fight them back or will the multiverse be enslaved? Enjoy!**

 **Ch. 1: Back to School**

It had been a year since the Sonic Underground had wound up at Canterlot High and helped save the multiverse from Sunset Shimmer. Sonic and his siblings were hanging out in the jungles of Angel Island, with Knuckles' permission, of course. Sonic was working on his parkour skills, Sonia was looking through a fashion tabloid, and Silver was helping Manic get a handle on his geokinesis.

"All is peace. All is calm," he said, as the green hedgehog tried to lift a brick (Which I count as stone since it's made of clay). "Within the silence of yourself, Manic, reach out with your mind and raise up the brick." Manic tried to lift it, but it only got a few inches off the ground while under control, until it flew up and hit him in the head.

"Ow!" he said. Then Sonia pulled out a pad of paper and marked something.

"That's the 37th time." she said, keeping score.

"A little more control. Once again," said Silver, meditating while hovering with his powers and pointing to the brick.

"No way, Silver. I'm sick of this geokinesis stuff," he said. "Why do I have to learn to move rocks with my mind?"

"Lock-picking and your drums will only get you so far, Manic." said Silver.

"It got us a TV show," said Sonic.

"YOU CAN'T COUNT ON THAT!" shouted Silver. "NETWORKS ARE FICKLE! THEY CAN DROP YOU LIKE A MAN WITH BIG OAK FINGERS!"

"So what? Will they like me if I have the power to make things hit me in the face? Is this a good skill?" asked Manic.

"You have to learn to do it right," said Silver. "Now try it again, or you'll get nothing for supper but a piece of leather and a blatherskite."

"What the heck's a blatherskite?" asked Manic.

"IT'S A PIECE OF LEATHER! Now concentrate!" said Silver.

"But we're supposed to be down at the lab later today." said Manic, sitting back down.

"You've got plenty of time. Just relax," said Silver. "Now. All is peace. All is calm. Within the silence of yourself, reach out with your mind and raise that brick!"

Manic tried and got it far higher off the ground than before.

"Aaahh-AAH!" said Silver as Manic hit himself in the face again, this time splitting the brick in half and falling on his back. "Aw, dammit!"

 **Sonic Prime: "Freakazoid!" Reference! *hears crickets in the audience* What? No one's heard of "Freakazoid"? *still hears crickets* It was a WB TV show in 1995. *hears someone cough* Look it up. *walks away***

"Sheesh. It took thirty-eight times for the brick to break," said Sonic, picking up his brother. "Pretty sure that's a new record."

"Forget it. Let's get to the base and see what Tails wants from us this time," said Silver and he floated away. Soon, they arrived at the hangar to find Tails tweaking his arm cannon. Then Sonic was surprised to see Knuckles and Shadow were there as well.

"What're you guys doing here?" he asked.

"Well, you remember that dimensional portal I built last year?" asked Tails.

"Yeah." said Sonic.

"Well, I-" Tails began before he noticed Manic. "What happened to him?"

"He hit himself in the head with a brick thirty-eight times. Then the brick split in half," said Silver.

"Geokinesis training again?" asked Knuckles.

"He's improving, I'll give him that," said Silver, looking at the barely conscious hedgehog. "So who gets to wake him up today?"

"It's the Ultimate Lifeform's turn." said Sonic in a snarky tone.

"I hate you, Sonic," said Shadow. He walked over and sent a lightning bolt of Chaos Energy into Manic's shoulder, prompting the green hedgehog to quickly raise a fist and punch him in the face, knocking him to the ground.

"Ugh," Manic groaned stretching. "Thanks for the wake-up call, Shadz. So what's up?"

"Well, I modified the portal design to both A; run off the power of the Chaos Emeralds, and B; work as an alternate mode on my arm cannon." said Tails.

"So you mean we could get back to CHS?" asked Sonic.

"That's our first stop," said Tails. "Then I was thinking we pay Flash a visit."

"Heh. Good. I've been waiting for a rematch," said Sonic, stretching. "Let's do this."

"I take it you boys are coming too?" Sonia asked Shadow and Knuckles.

"Of course," said Shadow.

"You think I'd pass up something like this?" asked Knuckles.

"Don't you have a Master Emerald to protect?" asked Sonic.

"Nah. Chaos is the true Guardian, remember?" asked Knuckles.

"What are the odds of us turning into humans after we leave the portal?" asked Shadow.

"Well, given the fact that Sonic and his family transformed when they went through, and the elasticity of the Mobian morph-gene, I'd say 1 to 1." said Tails.

"So, definite." said Knuckles.

"Pretty much." said Tails.

"I'm coming too," said Silver. "I've done a lot of dimension-hopping, but I've never gotten a chance to go to this world."

"The more the merrier," said Sonic. Once Tails was done with his red arm cannon, he slid it onto his arm and put his finger on the trigger.

"All right. Everyone stand clear," he said and aimed it at the wall. He turned the dial and fired off a large green blast that turned into a wormhole on contact.

"All right. Let's do this. Canterlot High, here we come!" said Sonic. Everyone jumped in and when they came out, boy were the girls in for a surprise.

Speaking of whom…


	2. Chapter 2

**Ch. 2: The Battle of the Bands Begins**

They were at the town café that practically everyone at school hanged out at when they had time off their studies.

"Oh, I do hate that you've had to return in a time of crisis," said Rarity. "We have so much catching up to do."

"Fer starters, a certain blue-haired guitar player was just askin' about you." said Applejack.

"Flash Sentry was asking about me?" asked Twilight excitedly, blushing and fiddling with her hair. Then she realized what she said and acted normal. "Ahem. Isn't that nice?" she asked.

"Perhaps you could give us just the slightest bit of gossip from your world?" asked Rarity, taking a sip of coffee.

"She's got an official title now," said spike, miming a trumpet with his dog biscuit. "The Princess of Friendship!"

"Wow, that's really impressive," said Sunset. "Guess you really were Princess Celestia's prized pupil."

"She's even got her own castle," said Spike.

"A CASTLE?! You have your own castle?" asked Rarity, spilling some of Twilight's drink on her shirt. Quickly, she backed up and whipped it off. "Ooh, uh, lovely."

"What's new here? I mean, besides your school becoming the target of dangerous magical creatures from Equestria?" asked Twilight.

"Yeah, so that isn't exactly the only strange thing that's happened since you and the others left," said Rainbow and she pulled out her phone to show her a video of her playing the guitar. Then out of nowhere, her ears shifted into those of a pony, two cyan wings sprouted from her back and her hair extended into a tail. Twilight was surprised.

"Pretty sweet, huh? It happens to all of us when we play," said Rainbow, putting away her phone and putting her feet up.

"Hmm. My crown was returned to Equestria, but some of its magic must've remained here at Canterlot High," said Twilight. "Now that we're all back together, we can use the magic on the Sirens. Just like when we were able to use it on Sunset Shimmer when she turned into that horrifyingly awful winged monster." Then she caught what she said and looked at her. "No offense."

"None taken," said Sunset and she chuckled. "I'm used to it."

"They'll never even know what hit them!" said Rainbow doing some karate moves until Applejack caught one of her punches.

"We've got nothin' to worry about now that Twilight's back." she said.

"Oh, I'm pretty sure I could find something to worry about," said Fluttershy. "But it won't be the Sirens."

"The sooner we do this, the better," agreed Twilight. "Any idea where the 'Dazzlings' will be?" Everyone shook their heads and shrugged until Pinkie Pie tapped her on the shoulder. Twilight looked at her, just as she finished her drink.

"There's a big party tonight for all the bands who signed to be in the showcase. That would include the Dazzlings," she said, a smudge of her drink landing on her cheek. Everyone smiled at the plan and Twilight wiped her face clean.

"Looks like we've got a party to crash," she said. That evening, practically everyone in the school was in the gym for the party, Twilight and the girls at the buffet table.

Sunset's former goons, Snips, and Snails were showing some challenging moves at Flash Sentry. He was just about to smack him until he grabbed a cup and sighed in frustration.

"I'm gonna get more punch," he said. Then he bumped into Twilight but caught her before she fell. He was kind of surprised that she was there. "Twilight?"

"Uh, bumped… into… always… doing." she stuttered and blushed.

Flash was crazy happy as he pulled her back upright. "What are you doing here?" he asked. "You came back for the big competition, right?"

"Something like that." she said.

"Huh. Not that there's gonna be any real competition," said Flash, smugly. "No one here wants this as bad as the Flash Drive does."

"'Flash Drive'?" asked a voice. "Last I checked, that was a primitive data storage unit. Kind of a lame band name." Everyone looked to the open door to the gym to see three familiar people.

"Sonic?" asked Twilight.

"And first prize for 'Who's that Guy in the Doorway?' is… Twilight Sparkle!" said Sonic, zipping over. "Good to see you again."

"And it ain't just us," said Manic. "We brought some extra company."

Then something that sounded like a small subterranean drill underground caused a minor earthquake but it stopped when it reached the broom closet. Then the door opened to reveal a young man with parmesan tan skin, grape purple eyes, bright red dreadlocks, and extremely well-defined muscles. He was wearing a brick red vest with a gold zipper, a garnet red t-shirt with a white crescent under the collar, white fingerless gloves with spikes on his hands, navy jeans, and red and orange shoes with silver tops and green socks.

Applejack couldn't help blushing, looking at his muscles, which were so bulked up, they might as well be made of pure titanium. No, pure adamantium.

"First up, the guardian of the Master Emerald and Angel Island, the brawn of my team, Knuckles the Echidna," said Sonic. Knuckles then ran to the center of the gym and showed off some boxing moves.

"Mess with me, you'll be lucky you still have your bones intact." he said, smacking his fists together.

"What's with the spikes?" asked Applejack.

"Ah, just an ancestral birth defect of my clan," said Knuckles, removing his gloves to reveal the spikes embedded in his hand. "Everyone in my clan was born with them."

"Whoa. That's kinda freaky," said Applejack.

"Eh. You get used to it," he said, replacing his gloves. Then Sonic saw someone on the sky light.

"And the tech element and aircraft pilot of my team, my adopted little brother, Miles Prower. But friends call him Tails," he said. Then his little friend opened the skylight and fell to the floor. He had apricot colored skin, orange-yellow hair, and sky blue eyes. He was wearing a canary yellow jacket with his emblem on the back, a white shirt, carob brown pants, his red and white shoes, brown pilot's goggles, his arm cannon on his left arm, and two bushy fox tails sticking out of his back. Then he pushed a button on the cannon and it shrank down into a red metal bracer.

"Need anything complicated fixed, just talk to me." he said, pulling a wrench out of his jacket.

"What's with the tails?" asked Flash.

"Simple. Back home, I'm a fox. Plus, with these babies, I can do this." he said and spun his tails like helicopter blades, flying around the room.

"Whoa. That's incredible," said Fluttershy, blushing a bit. Then Sonic saw a cyan haze on the ground behind the girls.

"And of course, the psychic and time-traveler of the team, blessed with the power of psychokinesis and telepathy, as well as density shifting, I give you Silver the Hedgehog, the Hand of Time," said Sonic. Everyone looked around but didn't see him. Then an ethereal hand came up and tapped Rarity on the shoulder. She turned and was greeted by a glowing green face with gold eyes.

"BOO!" he shouted. Rarity shrieked and fell to the ground. Silver just broke into peals of laughter as he turned off his aura and landed on the ground. He had peach skin, but with a few burn scars on his cheeks, amber eyes, and white hair that looked very much like his hedgehog form's quills. He was wearing a gray jacket with white fur at the collar, a white t-shirt with a cyan design on it, cloud grey pants, his same black and cyan boots, and white fingerless gloves with cyan symbols on them, all of which were partially stained with soot. He still couldn't get his laughter under control as he walked over to the others. "Oh I- I can't believe you fell for that! That was hilarious."

"Silver, don't be an ass!" said Knuckles, punching him in the arm.

"Hey, I'm from a flaming apocalypse two centuries ahead of your time," said Silver. "It's kinda hard to keep upbeat when you're fighting giant fire demons."

"Wait a minute, you're from the future?" asked Twilight.

"Sure am. About two hundred years ahead of Sonic's era," said Silver.

"Well, that certainly explains your title," said Sunset.

"What, 'Hand of Time'? Pfft. Nah, I just came up with that when I was in the can." said Silver.

"Seriously?" asked Sonic.

"Okay, I got it because I'm a time-traveler. Plus, I can do this with my powers." said Silver, making two giant forms of his hands with his powers.

"Incredible. And might I say, your outfit is simply divine," said Rarity.

"Thanks. You'd be surprised what you can get from looting in the apocalypse." said Silver, brushing his sleeves. "Although I wish I could get this damn soot off." Then Sonic sensed a spark of Chaos Energy.

"And now, the most powerful of all of us, our weapons expert, genetically engineered by the grandfather of my archenemy fifty years ago and revived recently, the Ultimate Lifeform, Shadow the Hedgehog." said Sonic. Then Shadow appeared in a flash of green light. He had tan skin, blood red eyes, and jet black hair streaked with red. He was wearing a black leather jacket with red spikes on the sleeves, a white muscle shirt, black jeans, his same gloves, rocket boots and inhibitor rings. He also had a red gun holster strapped to his left leg with a black M1911 pistol in it. On the lapel of his jacket was the demonic red emblem of the Black Arms. In his right hand, he held the green Chaos Emerald.

"Whoa. He seems pretty cool." thought Sunset, blushing a bit. Then Shadow saw her and walked over next to her.

"Sunset Shimmer?" he asked. She nodded worriedly. "Sonic told me about you. You remind me of me when I was released from stasis. We should get along famously."

"Well, I should hope so," she said. Then the Dazzlings appeared. A group of three girls dressed like a band, but then Sonic noticed someone behind them.

The male had tan skin, green hair, blue eyes and red shades along with a black leather jacket with flames on the sleeves, green jeans and shoes. Behind him was a girl with red hair and blue eyes wearing black leather pants, top and gloves.

"Those guys look familiar, gang?" he asked.

"Scourge and Fiona. But how? I thought they were in Zone Jail." said Silver.

"Apparently not anymore." said Shadow.

"Who are they?" asked Twilight.

"My evil doppelganger and his girlfriend, Scourge and Fiona. Interdimensional criminals," said Sonic. "We locked them up a while back, but they must've broken out."

"Who are those girls they're with?" asked Silver.

"The Dazzlings. Well, at least that's their band's name," said Pinkie quickly. "They're actually a bunch of demons from Equestria."

"Wait, band name?" asked Sonia.

"Long story. Right now, we have to take them down," said Twilight and they walked over to them.

"Oh no! No one's mingling!" said their leader, Adagio. "It's like there's some kind of underlying tension that could bubble to the surface at any minute!"

"It's the fruit punch, isn't it?" asked Sonata, a bit of a ditz. "I knew I used too much grape juice."

Adagio facepalmed. "It's not the punch, it's us!" she said.

"But the punch sucks too," said Scourge.

"What do you know about good fruit punch, rodent?" asked Sonata.

"More than you, that's for sure," said Scourge.

"Do not!" said Sonata.

"Do too." said Scourge.

"This is just the kick-off party, people," said Fiona. "Imagine how much sweet, sweet chaos there will be when the Battle of the Bands starts."

"There isn't gonna be a Battle of the Bands," said Twilight. "We're gonna make sure of that! All right, girls. Let's do this!" Then they all took hands.

"Oh, this is gonna be epic," said Sonic. "Watch."

"Friendship is Magic!" called Twilight. If there were any crickets nearby with a good sense of timing, they'd have chosen now to start chirping, because nothing happened. Silver looked at his watch, then back at them.

"So… Do you girls have some sort of power that's supposed to activate when you say that or what?" he asked. Rainbow opened her eye and saw he was right. Then she leaned over to Twilight.

"Uh, weren't there rainbows and lasers and stuff last time?" she asked.

"What?" asked Tails.

"Long story. I'll explain later," said Sonic.

"I don't understand," said Twilight. "We're all together again. Why isn't this working?" Everyone in the gym just looked at them stupefied.

"Where's the epicness?" thought Sonic.

"You, uh, really need to go ahead and do that whole 'Magic of Friendship' thing now," whispered Spike.

"Working on it, Spike," said Twilight. "I thought this would help bring out the magic power we needed to defeat the Sirens. That's how it worked before."

"Talk about throwing down the gauntlet!" said Adagio. "This group is obviously serious about winning. A little cocky, though, aren't they? Claiming there won't really be a battle. Seems they think they've already got this thing in the bag." Then everyone started arguing over everything.

"Is this what they were supposed to do? Because it looks like the opposite of what heroes do." said Tails. Then the doors opened another time and Principals Celestia and Luna stepped in.

"What's with all the ruckus?" asked Celestia. Sonic zipped up in front of her.

"I believe yours truly is the source," he said. "You remember me, right? Sonic the Hedgehog, multiverse-class adventurer and fastest thing on two legs?"

"Oh, Sonic. Glad to see you again. But what are you doing here?" asked Celestia.

"Just here to chill," said Knuckles. Luna was surprised to see them.

"Friends of yours?" she asked.

"Teammates," Sonic replied.

"Well, while you're here, why don't you participate in the Battle of the Bands?" asked Celestia.

"The what-now of the whats?" asked Manic.

"A contest. To see whose band is the best. I.E., mine." said Flash.

"Oh yeah. We'll see about that. What do you say, guys?" asked Sonic.

"Well, we did have a band in the war," said Sonia. "Why not?"

"Bring it. Just find me to bring the percussion concussions," said Manic, spinning his drumsticks.

"I'll take the bass," said Knuckles.

"I'll work on audio and volume," said Tails.

"Give me a guitar, and I accept." said Shadow.

"Same here." said Silver.

"All right," said Sonic. "Looks like the Sonic Underground is expanding." Then he turned to Celestia. "Need a demo?"

"If you'd be so kind," she replied. Sonic and the others quickly took the stage and grabbed their instruments and consoles. Then Sonic blew into the mic.

"Ladies and Gentlemen, we are the Sonic Underground and for our entry into this 'Battle of the Bands' you speak of, we'll be preforming 7-Seven- by the Japanese band team-up, Flow, and Granrodeo," said Sonic. "Hit it!"

"One, two, one-two-three-four!" Manic counted on his drumsticks.

 **(Play 7-Seven- by Flow & Granrodeo)**

Sonic started things off with a strong few riffs on his guitar before the Underground started singing.

 _All: We're gonna glow in the night  
We're gonna glow in the night  
Get ready to light up the sky GO!_

Then Manic whacked his face on one of his cymbals as they started rocking out. Then Sonic, Shadow, and Silver started singing in Japanese.

 _Sonic: Ittarikitari de ikidomari yo  
Mihatenu yume wa korigori korigori yo_

 _Shadow: Shosen konoyo wa ukiyo no sekai  
Hiraki naoreba norinori norinori yo_

 _All: norinori yooooo_

 _Silver: Maki wo kubero tayasuna sono hi wo  
Tsuki ugokasu mono wa sou kandou sa_

 _Sonic: Mirai wa tada kagayaite kurete ireba iinda_

 _All: Bokura wa Gan Gan abare MO-DO  
Todorokasu Boon Boon nanatsu no oto  
Bling Bling hikaru DAIYAMONDO  
Mune ni Now we can fly high_

 _Sonic: Mattari shitai tte itte mitemo  
HON'NE saraseba Got it Got it Got it Got it yo_

 _Silver: Tonari no shiba ga massao ni mieru  
Sono ki ni nareba shiro-kuro-aka-midori_

 _All: Jibun shidaaaaiiii_

 _Sonic: Koi no Grapple aru no ka kime waza  
Yume no Scramble te ni irero kandou wo_

 _Shadow: Douse nando mo kujiketa tsuyoi HA-TO darou?_

 _All: Minna de Jan Jan sawage motto  
Obiyakase Doom Doom shikou no oto  
Jin Jin itamu kizuato wa kimi to_

 _Boku no atarashii mirai sa  
Sore ga hora mabushiku uzukun da  
Sing Sing utae kanki ni yotte  
Tomo ni Now we can fly high_

 _We're gonna glow in the night  
We're gonna glow in the night  
Get ready to light up the sky GO!_

Then Sonic started an epic guitar solo, before Shadow took it over, then they started playing together, still as heavy and jaw-dropping as before, before they lowered the tempo a bit and Sonia played a few notes on her keyboard and they all started counting off.

 _(All: ONE) Silver: Shiboru chie wo  
(All: TWO) Sonic: kawaranu ai wo  
(All: THREE) Shadow: tagai ni sonkei wo  
(All: FOUR) Shadow: kenkyo sa o  
(All: FIVE) Sonic & Shadow: Shoujiki na kokoro to mochi tsuzukeru yuuki de  
(All: SIX) Sonic: Shinjitsu tazusaete tatakau koto wo tsumi to iu no?  
(All: SEVEN)_

 _Shadow: Bokura wa Gan Gan abare MO-DO_

 _Silver: Todorokasu Boon Boon nanatsu no oto_

 _Sonic: Rin Rin hikaru ashita e to susumou_

 _All: Bokura wa Bang Bang HAJI ke MO-DO  
Buttobasu Ran Dom SUTAIRU de ikou yo  
Bling Bling hikaru DAIYAMONDO  
Mune ni Now we can fly high_

 _We're gonna glow in the night  
We're gonna glow in the night  
We're gonna glow in the night_

 _Ikuze! Now we can fly high  
Now we can fly high  
Now we can fly high_

Then Sonic ended it with one last sick riff as the whole band struck an awesome pose.

 **(Cut the music)**

"Yeah, that's right, baby," said Sonic into the mic. "And that wasn't even our best work. You want our best? You'd better be ready to get kicked out of the contest in the first-round cause that's the only thing that's gonna happen."

"Course, if you want to spare yourselves the humiliation of losing to us," he continued. "I'd suggest you forfeit now."

"But if any of you think you can take us on in a musical duel, I only have three words for you; Bring. It. On! Drop the mic." he said and dropped the aforementioned mic on the stage before his band departed it. Then Shadow stopped in front of the Dazzlings, and even they were shocked.

"Sore o uchi makasu. (Beat that)" he said simply. Then Sonic stood with Celestia, whose jaw had dropped, and crossed his arms.

"How's that for a demo?" he asked.

"Welcome to the contest." she said simply.

"You say contest," said Shadow. "I say slaughter." He was gazing out at everyone who was arguing about how was going to get to the finals with the Underground. Then Silver noticed something.

"Uh, is anyone else noticing a weird green haze coming from everyone?" he asked.

"Yeah. This is just getting weird," said Manic. Then they saw the haze drifting into the Dazzlings' ruby pendants. Then they noticed something; the girls and the Underground weren't affected by the haze.

"I think we may have found what we're looking for." said Adagio.

"More like it found us," said Scourge. Aria and Sonata were confused.

"Your power!" said Fiona. "Don't you get it? Everyone here is under your spell, except them. They must be special."

"Damn right they are," said Scourge, pointing at Sonic. "There's that rat that put me in the Klink. Time for some well-deserved payback."


	3. Chapter 3

**Ch. 3: Fire with Fire**

Sonic and the others were outside on the steps, wondering why the girls' power didn't work. Sonic and his siblings filled in gaps for the others since they hadn't been to this world before.

"It doesn't make any sense," said Twilight. "I should've been able to create the spark that would help us break their spell. That's how it worked before."

"But to defeat Sunset, you drew power from the crown she was wearing," said Sonic. "Like you were using her own power against her."

"He's right," said Sunset. "The Sirens' magic comes from their music, So maybe you have to use the same kind of magic to defeat them." Twilight realized that wasn't far off. "Or maybe not."

"No. No, I think you're onto something here," said Sonic.

"Really?" she asked.

"It's when you play music that you transform now, right?" asked Twilight.

"Yep. Ears, tails, the whole shebang," said Applejack.

"So maybe the way to use that magic to defeat the Sirens is by playing a musical counterspell." said Twilight.

"You mean like a song?" asked Fluttershy.

"It's worth a shot, but in order to free everyone exposed to the Sirens' magic, we're gonna need all of them to hear it. Any ideas?" asked Sonic. Everyone thought for a second before Rarity came up with something.

"The band competition! That's the next time we can be certain everyone will be in the same place at the same time," she said.

"She's right. Practically everyone in the school signed on for this contest," said Silver. "If we perform and it doesn't lift the curse on everyone, I don't know what will."

"Guess the Rainbooms are the band to beat." said Applejack.

"And the Sonic Underground, of course." said Sonic.

"And I believe you, Twilight, just became the Rainbooms newest member." said Rarity.

Everyone crowded around her happy, but Sunset was still sitting on the steps.

"You alright?" asked Shadow.

"I'm fine, thanks," she said, still a bit upset. Shadow leaned down and put his hand on her shoulder.

"Look. You need anything, I'm here for ya," he said.

"Thanks, Shadow," she replied.

"So… What do you wanna play?" asked Pinkie, zipping back and forth with various instruments. "Triangle? Sousaphone? Theremin?" Then she made some eerie sounds with it. "So magical!"

"I will never understand how those things work," said Manic.

"I might take a little too long to learn how to play something with these," said Twilight, holding out her hands.

"Still not used to those, huh?" asked Sonic.

Twilight nodded. "I'll just sing," she said. Then Rainbow zipped up next to her.

"Like, as in lead singer? 'Cause that's usually my gig. This being my band and all." she said.

"It's _our_ band," said Applejack. "And of course as lead singer. She's the one with the magical know-how to help us pull this thing off."

"Ok. Yeah, that's cool," said Rainbow. "I'll just use it as a chance to hone my already insanely good lead guitar skills."

"It's only temporary," said Twilight. "And we don't have to win the Battle of the Bands. We just have to perform during the first round of the competition."

"So let's get to learning that musical counterspell." said Rainbow.

"Well, that's just it. I don't know any," said Twilight.

All the girls frowned and looked at Sonic. "Don't look at me. I don't know the first thing about Equestrian magic."

"But I'm sure I could figure out how to write one," said Twilight.

"Totally!" said Spike. "Twilight can write a spell like nobody's business. That's pretty much how she got to become a princess in Equestria."

"Technically, I helped finish a spell, and there was a little more to it than that, Spike." said Twilight.

"Yeah, whatever." said Spike.

"Whoa. You weren't kidding about the talking dog," said Silver.

"Yep. Now where's my twenty mobiums?" asked Manic. Silver groaned and handed some Mobian paper money to him. "Grazie."

"I've got this. Come on," said Twilight as she and the Mobians went back up to the school.

"Where you goin'?" asked Applejack.

"Well, last time we were here, we spent the night in the library," said Sonic. "Besides, we can't exactly camp out in the courtyard. That would just look weird."

"Are you crazy?" asked Pinkie grabbing Twilight in a hug. "We're besties now! Slumber party at my house!" All the girls whooped in excitement, but Sonic and the others kept on walking. "You guys too!"

THAT got the team a little uncomfortable. "Uh, I'm not sure about that," said Silver. "We don't wanna disturb your privacy."

"Aw cmon, it'll be fun." said Rainbow.

"Oh all right already," said Sonic. "You sure your family won't mind us, Pinkie?"

"Of course not. It's just me and my sister Maud. You'll be fine." said Pinkie. Later that night, everyone was in Pinkie's room messing with the toys and video games. And Twilight was working on the counter-spell.

"Status update, Okie-dokie-lokie!" said Pinkie, playing with her computer. Manic and Silver were still working on the green boy's geokinesis. Rarity was taking a selfie with Fluttershy and Sunset, and Tails and Shadow surprisingly. Then they saw that Spike managed to sneak in with a funny face. Once she saw it, Rarity glared at him, who was sitting in the corner with a dog treat. Tails, Shadow, Fluttershy and Sunset just snickered.

Applejack and Rainbow were playing a shoot-em-up video game while Sonic and Knuckles watched. Rainbow was getting her butt whooped, so thinking fast, she smacked the controller, severing the connection to Applejack's controller.

"Hey! I was about to beat you," said Applejack.

"I doubt it." said Rainbow, spinning the controller on her finger like a basketball.

"Nice," said Sonic, fist-bumping her.

"So Twilight, how's that counterspell coming?" asked Rainbow.

"Huh? Oh, uh good. Great," she replied. "Thanks for letting me use your notebook, Fluttershy. I really like the song you wrote for the Rainbooms."

"Thanks," said Fluttershy and she sighed. "Hopefully one day, we'll get a chance to play it." Rainbow had snagged Applejack's controller and was taunting her with it.

"Hey!" she growled. Then Rarity sat next to Twilight on the bed.

"Twilight, I think I speak for all of us when I say, I don't know what we would have done if you hadn't come back to help us." she said.

"Uh-huh." said the other girls.

"What we're really lucky for is Sonic and the others showing up." said Twilight.

"Hey, no sweat. Stickin' up for the little guy is all part of the hero gig," said Sonic. Then the doorbell rang.

"Pizza's here!" said Pinkie.

"Last one there pays for it!" said Sonic and everyone but Twilight rocketed out of the room. Twilight looked back at the notebook to see it full of meaningless scribbles. Then Pinkie came back in with a slice of pizza dangling by the crust in her mouth.

"Don't you want any pizza?" she asked. Twilight nodded and Pinkie zipped away. Twilight put the notebook in a drawer in Pinkie's desk then left to join the others who were coming up with ridiculous hypothetical situations.

"Okay guys, I got one," said Sonic, eating a slice of pepperoni pizza. "Would you rather get a massage from a man or surgery from a female doctor?"

"Wow." said Silver.

"Like, minor surgery?" asked Rainbow.

"No, serious surgery, like a blown kidney or something." said Sonic.

"Geez." said Shadow.

"Good question, Sonic." said Knuckles.

"Is the man gay?" asked Applejack.

"Nope." Sonic.

"Is the female doctor at least Jewish or Asian?" asked Silver.

"No, but actually, ya know what, I'm gonna take it up a notch," said Sonic. "Hispanic female doctor, or gay male masseuse?"

"Hispanic from Spain?" asked Sunset.

"No…," said Sonic bluntly.

"Ugh!" everyone groaned in realization.

"So it's basically, would you rather get a massage from a gay guy or die?" said Tails.

"Pretty much." said Sunset.

"All right, I got another one," said Sonic. "Let Amy Winehouse spit in your mouth, or eat a raw slice of Anderson Cooper's ass?"

"Sign me up for Cooper," said Applejack. Later that night, practically everyone was unconscious in Pinkie's room, except Twilight who sneaked downstairs with the notebook to finish the counterspell. She had the pen in her mouth, but she couldn't come up with anything legible, so she spat the pen out and groaned.

"No, that's not gonna work." she said.

"Hey Twilight," came a voice. She looked and saw Sunset in the door frame. "You're up late."

Twilight quickly covered the book to keep Sunset from seeing what she was writing. "Just looking over the counterspell," she said. "We only get one shot at this it has to be perfect."

"We really are lucky you're here." said Sunset opening the fridge.

"That's what everyone keeps telling me." said Twilight.

"Who could possibly need this much whipped cream?" asked Sunset, seeing the fridge filled to burst with cans of the aforementioned product. "Must be nice to have everyone always looking to you for answers to their problems. Instead of waiting for you to cause one." Then she put a little bit of whipped cream on her thumb and licked it off.

"Just because everyone expects something from you doesn't mean it's guaranteed to happen." said Twilight.

"But that doesn't stop them from expecting it." said Sunset.

"Which only makes things harder because the last thing you wanna do is…" said Twilight.

"Let everybody down." they both said. They smirked at each other as Sunset closed the fridge. Then she was face to face with Pinkie's deadpan sister, Maud. She jumped in fear and stepped back.

Maud lifted a small rock in her hand. "Boulder was hungry," she said flatly. She opened the cupboard and pulled out a box of crackers, pouring them on her rock and spilling them on the ground as she walked away.

"I still can't get over the fact that she's related to Pinkie Pie." whispered Sunset.

"You and me both," replied Twilight. They both grinned and Sunset yawned.

"Better get some sleep," she said and left. "Good luck with the counter-spell. Not that you'll need it. This must be nothing compared to the stuff you're expected to deal with as a princess in Equestria."

"Sunset Shimmer?" Twilight quickly said. Sunset looked back at her, but she shook her head. "Never mind. It's not important." Sunset smirked and left, but Twilight was really worried.

"No. I have to be able to do this," she said to herself. "I have to."


	4. Chapter 4

**Ch. 4: Setting Up**

The next day, the team started practicing the counterspell in the old barn next to Applejack's house, but Twilight was singing so far off-key that the others had to hide and cover their ears, not to mention that Rainbow Dash was the only one that sprouted her ears, and even then, they vanished in a white pop after a few seconds.

"Eh, that sounded… _way_ better than the… last five times you played it," said Spike, trying to be nice.

"Nope," said Big Mac, who was walking by, lugging a bucket of apples.

"Yeah, that's putting it mildly," said Sonic. "No offense, but that sucked every time."

"I think it's pretty obvious what's going wrong with this counter-spell." said Rainbow.

"And here we go…" said Silver.

"You're turning what should be the chorus into a five-minute guitar solo?" asked Applejack angrily.

"Called it." said Silver.

"I had to pick up the slack somehow," said Rainbow. "Are you guys even trying?"

"I'm trying," said Fluttershy.

"Yeah, I don't think she cares about you." said Sonic, tuning his guitar.

"It's fine," said Twilight, giggling hysterically. "It'll be fine. One more time from the top,"

"Earplugs ready?" asked Sonic.

"Yep," said all the others.

"Or perhaps we could take a short break and try on some of the wardrobe choices I've put together?" asked Rarity, pulling a clothing rack out of seemingly nowhere.

"Where do you keep those things?" asked Shadow, a bit disturbed.

"Where does Pinkie Pie keep all her toys and gags?" she asked back.

"Point taken." said Shadow.

"I'm particularly fond of this one," she said, rolling the rack away and wearing a bright lilac band uniform with gold details.

"Yeah. Not bad," said Silver.

"Of course, we could always go with something a bit more modern." she said, diving behind the rack again.

"We're trying to save our school here. Enough with the costumes," said Applejack.

Somehow, Rarity was wearing a gold suit with a helmet that looked like it belonged to Guy-Manuel de Homem-Christo from Daft Punk. She scoffed inside the helmet and turned away. "You can never have enough costumes."

"Uh, Rarity? Daft Punk? Really?" asked Sonic.

"She just wants to make things fun," said Pinkie. "Isn't that what being in a band is supposed to be?" Then she did a rimshot before Sunset started freaking out.

"You don't have time for any of this," she said. "You're supposed to check in at the Battle of the Bands in fifteen minutes." Everyone gasped.

"Oh shit," said Shadow as everyone raced around to get ready to go. Twilight just stood, paralyzed.

"But… But it's not ready," she said. "If we play the counter-spell in the first round and it doesn't work, the Sirens will know what we're up to and make sure we don't get a chance to play it again." Once she finished saying that, everyone stopped in their tracks.

"Twilight, freak out later. Right now, we gotta move," said Sonic.

"She's right, though," said Shadow. "They find out what we're up to here, we're fish in a barrel. Any ideas?"

"We'll have to buy ourselves some time so you can keep working on it." said Applejack.

"And how do you propose we do that?" asked Rarity.

"We compete in the Battle of the Bands for real," said Rainbow. "I take over lead vocals again, and we keep our heads above water until the finals! We unleash the counterspell then. You'll have figured it out by the finals, right?" she asked Twilight.

She was about to speak when Spike leaped up. "Of course she will. Twilight Sparkle's never met a problem she couldn't solve! Right Twilight?" he asked.

"Right," said Twilight unsure.

"Then let's go win us a Battle of the Bands!" said Rainbow.

"Shadow, our ride?" asked Sonic. Shadow nodded and held up the green Chaos Emerald.

"Everyone, stay close," he said and held it over his head.

"Try your best to hold down your lunch," said Sonic. "This is kinda freaky for first-timers."

"What is?" asked Applejack.

"Chaos CONTROL!" shouted Shadow and they all disappeared in a bright green flash. Then they reappeared backstage at the school, and all the girls looked a little green and off-balance.

"That," said Sonic. "You okay?"

"I'll tell ya when the spinning stops," said Rainbow, her eyes spinning in her skull.

"What was that?" asked Fluttershy.

"Chaos Control, my favorite technique," said Shadow. "I harnessed the power of the Chaos Emerald to warp the space-time continuum so we appeared here."

"So… we teleported?" asked Twilight, holding her stomach.

"Essentially yes." said Shadow.

"How long did it take?" asked Sunset.

"It didn't. It was instantaneous," said Tails.

"You guys don't look so hot," said Knuckles. "You sure you're okay? Most first-timers' bodies have trouble keeping up with the warp."

"We'll be fine," said Sunset, standing up. "I just need to go for a walk."

"I can keep you company if you want," said Shadow.

"Yeah. Thanks," she replied, blushing. Shadow walked over and took her hand.

"Can you set up while I'm gone?" asked Shadow.

"Don't sweat it, man. We got this," said Sonic. After walking the halls, Sunset told Shadow about everything that happened leading to the Fall Formal.

"Can't say I was any better," said Shadow. "After my escape pod from the ARK landed on Mobius, I got amnesia and went on a massacre."

"Sheesh. You seem even worse than I was," said Sunset.

"Thank you. I needed that," he said and let go of her hand.

"Just kidding," she said. "Y'know, for someone so dark, you seem pretty nice, Shadow." Hearing that made the Ultimate Lifeform smile and blush a bit.

"You want some water?" he asked.

"Yeah. That'd be great, thanks," she replied. Shadow smiled more and turned on his rocket boots, hovering in place. "How do you do that?"

"Rocket thruster boots. Professor Gerald built them for me to increase my speed," he replied before he raced off like a speed skater. Soon he found a vending machine with water bottles in it and screeched to a stop. He stood up and saw that a water bottle cost $3.50.

"Geez, that's outrageous," he said. Then he had an idea. He looked around to make sure no one was looking, then he snapped his fingers. When he did, one of the bottles teleported out into his hand. He chuckled. "I love doing that." Then as he was walking back to Sunset, he heard someone behind him. Quickly, he turned on his heel and drew his pistol, pointing it at Flash.

"Whoa! Hey! Take it easy, man," he said, putting his hands up. Shadow looked at him, before he stood down, spinning the gun on his finger and sliding it back into the holster.

"Sorry. Military training back home. I get an itchy trigger finger sometimes." he said.

"It's cool," said Flash. "I just wanted to wish you and your friends luck. You're gonna need it."

"I doubt that, but thanks anyway," said Shadow. Then he noticed his eyes flash green, realizing he was under the Sirens' spell as well. "Uh, the others and I are due to go on in a minute, so I'd better go." He tried to make it seem like nothing was amiss, and Flash fell for it.

"Okay. See ya," he said and walked off. Shadow breathed a sigh of relief.

"I hope you've got that counterspell ready, Twilight," he thought. "We're gonna need it."


	5. Chapter 5

**Ch. 5: Round 1**

By the time Shadow had gotten back with Sunset, they saw that Sonic and the others were already onstage behind Principal Celestia.

"I gotta go," said Shadow and he teleported up to the Underground and grabbed his guitar.

"Welcome to the first-ever Canterlot High School Battle of the Bands," said Celestia. "I believe I speak for everyone when I say it is by far the greatest thing we have ever done here at this school." Everyone in the audience cheered, but Shadow whispered something to the Underground.

"We are so glad our five newest students encouraged us to turn this event into something exciting," she said gesturing to the Sirens, Scourge, and Fiona.

"But as this is now a competition, we can only choose one winner," said Luna. "Who is it going to be?"

"And as always, the winner will have a special prize," said Celestia. "In this case, the winning band will get a chance to perform with the Sonic Underground after the finals."

"What!?" asked the team. Quickly, Sonic zipped up and grabbed the mic.

"I'd just like to make it perfectly clear that we did not agree to this. At all," he said and handed it back to Celestia. Then he noticed the green haze coming from the arguing students again.

"This isn't good. Now they're even more convicted on victory," said Shadow. The haze slowly drifted into the Dazzlings' pendants.

"You feel that girls?" asked Adagio. "Our true power is being restored." The other two cackled like witches until they saw the Rainbooms when they just smirked. "And that's before we tapped into the strongest magic here."

"Just say the word and I'll get them squabbling like brats," said Scourge, cracking his knuckles. "Once that's done, we'll rule the Multiverse."

"But the Rainblossoms, or whatever they're called, aren't under our spell," said Aria. "How exactly are we supposed to get to their magic?"

"The Rainbooms are just as capable of falling apart as everyone else," said Adagio. "They just need a little push in the wrong direction. I have a feeling everyone here is going to be lining up to give them a shove." Later that night, Snips and Snails were up on stage, beat boxing (If you can even call it that. They sucked). After they were done, they dropped the microphones, trying to mimic what Sonic did when he arrived, but they dropped them too close to the speakers, causing large amounts of feedback, seriously hurting Sonic's ears.

"OW! Cool, it up there! My ears are sensitive." he shouted.

"Please do not drop the microphones," said Celestia, looking at the scorecards. But Snips and Snails being the ditzes they were, took it as a compliment and walked off the stage past the Rainbooms and Underground.

"In your faces, Rainbooms!" they said. Then Knuckles, who had a blank expression on his face, lifted up a chunk of a brick and crushed it to dust with his bare hand, making the two yelp in surprise.

"You were saying?" he asked, letting it pour into a trash can. Quickly, they ran off in fear, making everyone laugh at them. "That's what I thought."

"Least that's one less band we have to worry about," said Applejack. "Nice work, Knux."

"That's nothing," said the echidna, matter-of-factly. "The Master Emerald weighs three tons, and if the situation calls for it, I can shatter it with a single punch."

"Let's get ready to rock!" said Rainbow.

"Wait! Where's Rarity?" asked Pinkie.

"Ooh! Here! I'm here!" she cried and ran up, wearing a hippie-inspired outfit with metal fringes. Everyone just stared at her blankly. Except Silver. He kinda liked it.

"Seriously?" asked Manic.

"We will be performing in front of an audience. I'm not going to wear something fabulous?" asked Rarity. Applejack groaned and facepalmed.

"You could've at least gone with something less flashy," said Shadow. Soon, the Rainbooms were on the stage with everyone looking at them weirdly.

"Remember. We have to be good enough to make it through, but not so good we let the Sirens see the magic inside us," Twilight said to the others. "They could realize we plan to use it against them."

"Got it!" said Rainbow. "Be cool enough to win, but not so cool that we end up showing off the whole ears and tails and rainbows thing. So… about 20% less cool."

"Don't screw this up, okay?" Sonic whispered from off-stage.

"Break a leg." said Silver.

Pinkie lifted her drumsticks into the air and counted off the beat. "1-2!"

 **(Play "Shake your Tail!" – Original Movie)**

 _All: We've just got the day to get ready  
And there's only so much time to lose  
Because tonight, yeah, we're here to party  
So let's think of something fun to do_

What no one noticed was that one of the other bands was on the catwalk above the stage ready to sabotage the girls' performance. They threw a couple magnets on strings off the catwalk and they stuck to the metal in Rarity's outfit.

 _We don't know (we don't know) what's gonna happen  
We just know (we just know) it's gonna feel right  
All our friends are here  
And it's time to ignite the lights!_

Then they started wobbling her around like a marionette. Everyone was a bit confused at who she was acting.

 _Shake your tail 'cause we're here to have a party tonight  
Shake your tail, shake your tail  
Shake your tail 'cause we're here to have a party tonight  
Shake your tail, shake your tail_

 _Twilight: So what you didn't get it right the first time._

"Boring," said someone in the audience. Pinkie heard them, so she spun one of her drums over and revealed it to be a disguised confetti cannon.

 _Pinkie: Laugh it off! No one said it is a crime._

 _Rarity (who was still struggling with the magnets): Do your thing. You know you're an original_

 _Applejack: Your ideas are so funny that they're criminal_

 _All: Ohhh-ahh!_

Then suddenly, Twilight accidentally swallowed a piece of confetti and started choking on it. Fluttershy quickly whacked her in the back with her tambourine and Twilight coughed it out. She looked and saw Flash's band walking away in distaste.

 _We've just got the day to get ready  
And there's only so much time to lose  
Because tonight, yeah, we're here to party  
So let's think of something fun to do_

Then Snips and Snails turned on and moved a spotlight right over Fluttershy, who froze in fear. She tried to avoid it, but the light just kept following her, so she quickly hid behind Pinkie's drum riser.

 _We don't know (we don't know) what's gonna happen  
We just know (we just know) it's gonna feel right  
All our friends are here  
And it's time to ignite the lights!_

Soon the magnets ripped off Rarity's sleeves, which she just freaked out about.

 _Shake your tail 'cause we're here to have a party tonight  
Shake your tail, shake your tail  
Shake your tail 'cause we're here to have a party tonight  
Shake your tail, shake your tail  
Shake your tail 'cause we're here to have a party tonight_

Once they ended, only Celestia and Luna applauded them.

"Ah geez, they bombed out there." said Sonic.

"At this rate, the only way they're getting to the finals is through sheer dumb luck." said Shadow.

"Don't let them hear you say that, dude," said Manic. The Rarity walked backstage, still crying.

"Ruined!" she said. "Absolutely ruined!" Applejack put down her bass and started getting ticked off.

"Rarity, were you trying to make us lose out there?" she asked.

"Oh! This was not my fault!" said Rarity haughtily. "This was an act of sabotage!"

"Yeah well, whoever did this couldn't have if you didn't insist on dressing like- Like- Like this!" said Applejack, gesturing to her outfit.

"She's right. Look," said Silver, levitating the sleeves and magnets over. "If you hadn't worn metal, these magnets wouldn't have worked."

"We need to sound good. Is there some reason that seems to escape you?" asked Applejack.

"And what was with the confetti, Pinkie Pie?" asked Rainbow, holding a piece up in front of her. "How am I supposed to shred if there's paper stuck in my strings?"

"It was pretty distracting," said Fluttershy.

"Oh! Says the girl who ran from a light the whole time! A LIGHT!" said Pinkie.

"Hey, hey, hey! Cool it, ladies!" said Sonic.

"You still sounded much better than most of the other bands," said Sunset. "I'm sure you'll make it to the next round, but it won't matter if we don't have that counterspell ready." Twilight got worried.

"You guys find a place to practice where the Sirens won't hear you," said Shadow. "Sunset and I will keep an eye on things around here. And judging from the next band, I think we've got this in the bag."


	6. Chapter 6

**Ch. 6: Broken Romances**

After Sonic caught up with Twilight and the others, he found they were discussing where to practice.

"I don't think we can use a classroom," said Twilight, when suddenly she bumped into Flash Sentry who was leaning against the lockers with his fellow band members. He looked surprised for a second, but then he scowled.

"We really need to stop bumping into each other like this." she said shyly.

"Uh, you guys hear something?" asked Flash. His friends denied it, confusing Twilight.

"I said, we have to stop-" Twilight began.

"There it is again," said Flash. "So annoying."

"Why are you acting like this?" asked Twilight.

"Yeah man, what's the deal?" asked Manic. "I thought you guys were friends." After hearing that, Flash apparently snapped.

"Yeah, and then she decided to come back here just so you could beat me in the Battle of the Bands," said Flash angrily. "I want this, Twilight. And you're trying to take it from me. Some friend."

"That's not why-" she began before Applejack put her hand on her shoulder.

"C'mon, Twilight," she said. "We got things to do." With that, they walked away with the others.

"You really think you're gonna help them?" asked Flash. "HA! I bet you have no idea what you're even doing." After hearing that, Twilight started quietly crying.

"Hey, screw off man! She's under a lot of pressure right now," said Sonic, then he realized something. "Hey, by the way, you seen Shadow and Sunset?"

"Huh? Yeah, they went that way," he said, pointing down the hall.

"Thanks," said Sonic. "I'll catch up." Then he rocketed off. What no one noticed was that the Sirens were watching from around the corner.

"Tears already?" asked Adagio. "This is only the first round." The others laughed until they heard an announcement about the band to go on before them and left for the stage.


	7. Chapter 7

**Ch. 7: New Couple on the Block**

Later, the Dazzlings, Scourge, and Fiona rounded a corner to find Sunset in a darkened hall. "You're never gonna get away with this," she said.

"Why? Because you didn't?" asked Adagio, surprising Sunset. Then Shadow teleported behind them.

"Because your partners here are only in it for themselves," he said, pointing to Scourge and Fiona.

"Oh please, they told us all about you, Stripes," said Aria. "And you're going to fail to save this world, just like you failed to save _her_." Then Shadow had a fast flashback to Maria dying on the ARK. But he shook his head.

"Oh, we know all about you both, Sunset Shimmer," said Adagio. "You've got quite the reputation where you come from."

"That was then. This is now," said Shadow.

"I've changed. I'm in a much better place now," said Sunset.

"Waiting in the wings while your _friends_ have all the fun?" asked Aria.

"Oh yeah. You guys are real tight," said Scourge. "And yet, they never asked you to join them Sunset."

"Probably afraid no one would wanna see them play if she was with them," said Fiona.

"Too bad. So sad," said Sonata. Shadow slowly reached down for his pistol and moved the little leather strap holding it down.

"If it's any consolation, no one is going to remember you at all by the time we're done here, Sunset." said Adagio as she and the girls walked past.

"Wait a minute, Scourge," said Shadow. "Why are you with them anyway?"

"Well, every good singing group needs musicians for back-up," said the green villain.

"Which will only last until they gain enough power," said Shadow. "Once that's done, you'll be kicked to the curb or enslaved like everyone else."

"We'll see," said Fiona. "Oh, and give my best to Sonic." Then she blew a kiss at Shadow, but he shot it down before it reached him. "Touchy, touchy." Then she and Scourge caught up with the Sirens.

"Just ignore them, Sunset," said Shadow, holstering his pistol. "It's psych-out warfare. Crooks like them think they're pros at it, but they typically suck as much as any of the other demons and out-of-control science experiments Sonic and I have fought."

"All right then," she said and the two walked away. "By the way, Shadow, who was Aria talking about when she said 'her'?" Shadow looked down in pain. "I mean, it's cool if you don't wanna talk about it, but-"

"Maria Robotnik," he said. "The granddaughter of my creator. She died on the ARK just before I was sent down to Mobius." Then he blushed and chuckled. "It's stupid really,"

"What is?" asked Sunset.

"You kinda remind me of her," said Shadow. "Only she was practically my sister, so I couldn't do this with her." Before Sunset could ask what he was talking about, he wrapped his arms around her waist and kissed her. Her eyes shot open in surprise, but they gradually closed and she quietly moaned, wrapping her arms around Shadow's neck, their tongues wrestling in their mouths. Soon they broke for air and stared dreamily into each other's eyes.

"Been waiting to do that long?" asked Sunset.

"Since I got here," said Shadow, blushing. "This might sound crazy, but… I love you, Sunset."

"I love you too, Shadow," she replied and hugged him, tears coming from her eyes. Then they heard someone wolf whistle and blushed madly. They turned and saw Sonic cleaning his teeth with a toothpick.

"Wha- bu- du- How long have you been standing there?" asked Shadow.

"Heh-heh. Long enough." Sonic chuckled.

"I'm gonna go see who's on next," said Sunset quickly and ran off. Then Shadow walked up and grabbed Sonic by his vest.

"You tell anyone about this, and I will grind you into paste." he growled.

"Chill man," said Sonic. "Practically everyone is gonna know about this soon anyway. This place is littered with security cameras." Shadow realized he was right when he saw one of the cameras above where he and Sunset just made out. He let Sonic go and quickly facepalmed at his own ignorance.

"Why didn't I see that there?" he asked himself.

"'Cause, no offense, but you're kind of an idiot sometimes," said Sonic. "But I don't actually blame you. Sunset's kinda hot when she's not acting like a power-crazed extortionist."

Shadow smiled at Sonic's understanding and put his hand on his shoulder. "Thanks, man," he said.

"Hey, no sweat," said Sonic. "Now cmon. Let's go find the others." With that, they walked down the hall smiling.

"So when does a couple usually start dating?" asked Shadow.

"Why're you asking me?" asked Sonic.

"Well, I just thought of your long list of past romances and all…" began Shadow.

"Oh okay. Um, probably sometime after they first admit their feelings," said Sonic.

"Ah, I see. So, would dinner Saturday night be out of the question?" asked Shadow.

"Man, you are so hot for her, aren't you?" asked Sonic. Shadow glared at him to answer the question. "Uh yeah, Dinner Saturday sounds good to me."

"Cool." said Shadow, as he walked off.


	8. Chapter 8

**Ch. 8: The Sirens' Spell**

Soon, the Dazzlings were backstage in the gym, planning.

"Remember people, we want to save the good stuff for when our full power has been restored," said Adagio. Then the curtains parted to reveal them with Scourge on a guitar and Fiona behind a drum machine as the Sirens started singing, beginning to flood the room with the green haze. **  
(Play "Under our Spell" – Original movie)**

 _Sirens: Oh-whoa-oh, oh-whoa-oh  
You didn't know that you fell  
Oh-whoa-oh, oh-whoa-oh_

 _Adagio: Now you're under our spell_

 _Blindsided by the beat  
Clapping your hands, stomping your feet  
You didn't know that you fell_

 _Sonata and Aria: Oh-whoa-oh-oh-oh_

 _Adagio: Now you've fallen under our spell_

 _Sonata and Aria: Oh-whoa-oh-oh-oh_

 _Sirens: We've got the music, makes you move it  
Got the song that makes you lose it  
We say "jump", you say "how high?"  
Put your hands up to the sky_

 _We've got the music, makes you move it  
Got the song that makes you lose it  
We say "jump", you say "how high?"  
Put your hands up to the sky_

 _Oh-whoa-oh, oh-whoa-oh  
You didn't know that you fell  
Oh-whoa-oh, oh-whoa-oh  
Now that you're under our spell_

 _Adagio: Listen to the sound of my voice_

 _Sonata and Aria: Oh-oh, whoa-oh-oh_

 _Adagio: Soon you'll find you don't have a choice_

 _Sonata and Aria: Oh-oh, whoa-oh-oh_

 _Adagio: Captured in the web of my song_

 _Sonata and Aria: Oh-oh, whoa-oh-oh_

 _Adagio: Soon you'll be singing along_

 _Sonata and Aria: Oh, whoa, oh_

 _Sirens: We've got the music, makes you move it  
Got the song that makes you lose it  
We say "jump", you say "how high?"  
Put your hands up to the sky_

 _We've got the music, makes you move it  
Got the song that makes you lose it  
We say "jump", you say "how high?"  
Put your hands up to the sky_

 _Oh-whoa-oh, oh-whoa-oh  
You didn't know that you fell  
Oh-whoa-oh, oh-whoa-oh  
Now that you're under our spell_

 _Oh-whoa-oh, oh-whoa-oh  
You didn't know that you fell  
Oh-whoa-oh, oh-whoa-oh  
Now that you're under our_

 _Adagio: Spell._

After they finished, they laughed maniacally, knowing they were almost done gaining Twilight's power. Soon, it was nearly time for the finals. Only one more match stood between the Rainbooms and the Sirens, but it was against Flash.

"This is not gonna go well." thought Sonic.


	9. Chapter 9

**Ch. 9: Fuel to the Fire**

Soon the Rainbooms were backstage getting ready.

"This is it," said Sunset. "Just get through this round and we're in the finals." Then she turned to Twilight. "Unless you think the counterspell is ready to be played now." Twilight started sweating and got worried.

"Don't worry Twilight," said Applejack. "Finals aren't until tonight. We'll get in a little more practice before we're supposed to hit the stage. We won't let you down." The others agreed and Twilight grinned at them, but then got worried.

"You won't let me down." said Twilight.

"Um, I was just wondering," said Fluttershy. "We haven't played any of my songs yet, and-"

"It's the semi-finals," said Rainbow. "We gotta do 'Awesome as I wanna Be'."

"Don't know why I even asked," Fluttershy said to herself. Shadow was suddenly serious.

"Look. For now, just stick to the plan. Don't transform until the finals. If you do by accident, then start messing up. Once the Sirens see your power and get what we're up to, bam! The element of surprise is lost." he said.

"He's right. So no showing off, Rainbow," said Sonic.

"Yeah, yeah, yeah, whatever. Now let's do this!" said Rainbow as Trixie's band left the stage. When Trixie ran into the Rainbooms, Rainbow had a very unamused look on her face.

"You're never gonna top that performance, Rain-goons," said Trixie. "You shouldn't be allowed to when you have such a big advantage over the rest of us."

"My superior guitar playing and off-the-charts awesome singing voice?" asked Rainbow.

"You two are made for each other." Silver whispered to Sonic, but the blue blur just punched him in the side, knocking him to the ground.

"Oh, don't be ridiculous," said Trixie. "I mean her." Then she pointed at Twilight. "If you were really all that, Rainbow Dash, you wouldn't have needed to bring in some magical ringer to have half a chance. Everyone's talking about it."

"HA! Puh-lease. I could win this thing as a solo act and everybody knows it," said Rainbow, getting the rest of the Rainbooms kind of ticked off.

"Sure you could." said Trixie before she threw down a smoke bomb, blinding everyone and making them cough profusely.

"Ugh, I hate it when people do that," said Sonia. When the smoke cleared, Pinkie was shocked.

"She's gone!" she said, then she saw something. "Oh wait. There she is." Everyone looked behind the drum riser and saw Trixie peeking out from behind it.

"You call that a disappearing act?" asked Silver. "This is a disappearing act." Then he glowed cyan and phase-shifted through the ground then reappeared behind her. "See that? That's how a pro does it." With that, Trixie raced off.

"And she was your rival where you come from, Twilight?" asked Sonic. "I find that rather hard to believe."

"You and me both," said Twilight. Then Celestia turned on the P.A.

"Next up, the Rainbooms," she said. Everyone walked out onto the stage as Shadow whispered to Rainbow not to go crazy, but she ignored him.

"Knock 'em dead, Rainbooms." said Spike.

"I'll be here," said Sunset. "Just… watching." She remembered what the Sirens had said to her and Shadow earlier.

"Relax Sunset, I told ya not to let it get to you," said Shadow. Then the Rainbooms started performing.

 **(Play "Awesome as I Wanna Be" – Original movie)**

 _All: Hey! Hey! Hey! Hey! Hey! Hey!_

 _Rainbow: Awesome as I wanna be_

 _All: Hey! Hey! Hey! Hey! Hey! Hey!_

 _Rainbow: Awesome as I wanna be_

 _First, you see me ridin' on a sonic boom  
Got my guitar shreddin' up my latest tune  
There is nothin' you can do to beat me  
I'm so good that you can't beat me_

 _All (mostly Rainbow): Yeah, I'm awesome, take caution  
Watch out for me, I'm awesome as I wanna be  
(Yeah!) I'm awesome, take caution  
Watch out for me, I'm awesome as I wanna be_

 _All: Hey! Hey! Hey! Hey! Hey! Hey!  
Hey! Hey! Hey! Hey! Hey! Hey!_

Then Rainbow started gaining her ears. Quickly, Sunset raced onto the stage and knocked Rainbow to the stage, cutting the song short, and starting a domino effect, knocking everyone down.

"This is only gonna end in disaster." thought Sonic as the lights went up. Quickly, Fluttershy ran backstage to hide behind Tails.

"Oh yeah, this is going well," he said to himself. Then everyone started shouting at Sunset, convinced she hadn't changed. But she was too late. The Dazzlings had already seen Rainbow's power and knew that all the others had the same, so they had to get them into the finals, if not to beat them, then for Trixie to get jealous and ignite the final spark of hate they needed from the Rainbooms to get their power back.

"What was that?" asked Rainbow once they were backstage.

"You were showing off your magic," said Sunset. "I- I didn't know what else to do."

"Uh, close the curtains? Unplug her amp? Give us a chance to deal with the situation?" asked Rarity.

"I'm sorry. I just wanted to help," said Sunset.

"Yeah well, you didn't." said Rainbow.

"None of this would've happened if you weren't trying to show off. As usual," said Applejack, getting up in Rainbow's face.

"Good show, Rain-brooms," said Trixie. "I especially liked the part where Sunset Shimmer, in a fit of jealous rage, knocked out Rainbow Dash mid-guitar solo."

"It wasn't a fit of jealous rage!" shouted Sunset.

"Yeah, but I'm pretty sure that was." Silver whispered to her. She realized he was right and turned to the others to see faces of uncommitment.

"If you say so," said Trixie, noticing Celestia and Luna talking about something. "Ooh! Looks like they've already decided who'll be moving onto the finals." Then she flipped out a small mirror. "I'm guessing it wasn't too difficult a decision."

"Go sit on a cactus," said Shadow. Then the door behind the Rainbooms opened and the Dazzlings walked in, with Scourge giving Sonic the stink-eye.

"Don't think I forgot about you throwing me in Zone Jail, Blue." he said quietly.

"I haven't," replied Sonic. "And once this is all over, you're going straight back."

"We'll see about that." said his dark copy. Then after vocalizing in front of the principals, Adagio whispered something to Celestia.

"What can we do? There isn't gonna be another opportunity for us to play," said Rarity. "And I had the most gorgeous outfit for the finals."

"Yep. Cause that's the real tragedy here, Rarity," said Applejack. "That you won't get to play dress-up."

"You know perfectly well that is not what I meant!" said Rarity.

"Ladies, ladies, calm down." said Sonic.

"Yeah. You guys wanna keep it down?" asked Rainbow. "They're about to announce who's moving on."

"Who are you kidding?" asked Fluttershy. "You know it isn't gonna be us."

"Maybe not, but life is full of surprises." said Tails as the principals walked out onto the stage.

"The band that will be joining the Dazzlings in tonight's finals;" said Celestia. "The Rainbooms!" Everyone was shocked.

"What?!" they all asked.

"Did they just say the Rainbooms?" asked Pinkie.

"Either that or our hearing's on the blink." said Manic, pointing to his ear.

"Told ya so," smirked Tails. Trixie was furious as she walked off.

"This isn't over." she said angrily.

"Go soak your head!" Sonic shouted after her. The Rainbooms then walked out onto the stage and looked out worried.

"Congratulations girls," said Celestia. "You deserve it."

"Seriously? We didn't even finish our s-" Pinkie Pie began, before Rainbow elbowed her to shut up.

"See you at tonight's big show, Rainbooms," said Adagio as the Dazzlings walked out onto the stage. "We're really looking forward to it," Then they left.

"Yeah well, not as much as we are!" Rainbow shouted after them until she heard the crowd booing them. Sonic clenched his fist as he saw Scourge smirk at the girls.

"Sometimes I just wish I killed him on Moebius." he said.

"You and me both," said Tails.

"What's with the crowd?" asked Knuckles.

"Probably ticked that the girls are going to the finals," said Shadow. Quickly the Rainbooms left the stage, with Sonic and the others hot on their heels. Trixie was watching them incredibly angered.

"This is a travesty. A travesty, I say!" she shouted before Adagio walked up next to her.

"It really is. The Rainbooms don't deserve to be in the finals," she said. "Not when your band was so much better in the semis." Then Scourge walked up next to her.

"Listen, babe, you and your band wanna perform against us?" he asked. "You gotta get rid of the competition."

"What? I can't kill them," said Trixie.

"Ya don't have to. Just lock 'em up somewhere, say they got stage fright, and bada-bing, bada-boom, you're in the finals," said Scourge. After hearing that, Trixie knew what she had to do.


	10. Chapter 10

**Ch. 10: Trixie's Tricks**

Later that afternoon, the Rainbooms and the Underground were at a large outdoor amphitheater that, for some reason, looked vaguely like a saddle, setting up.

"Check 1-2. Testing, testing." Rainbow said to check a mic. She gave it a tap and Tails dialed the audio on it all the way up before he put on noise-canceling headphones. When Rainbow tried it, the feedback rang all over. Tails just fell out of his seat laughing. Sunset quickly dialed it back down and shyly smiled.

"This doesn't make any sense," said Fluttershy. "We were awful. Doesn't anyone think it's strange that we're the ones that made to the finals?"

"Very strange," said Trixie, who had just appeared. Sonic rolled his eyes.

"What're you doing here Trixie?" asked Rainbow.

"Yeah, not sure if you got the memo, but I'm pretty sure the losers are supposed to be in the cheap seats in the back." said Sonic.

"The Great and Powerful Trixie is the most talented girl at Canterlot High," she said. "It is I who deserve to be in the finals. And I will not be denied." Then she snapped her fingers and one of her bandmates pulled a lever off to the side, opening an enormous trapdoor in the stage, causing everyone to fall in. Spike was playing with a rope toy when he noticed the huge hole in the stage.

"I hate it when people do that," said Sonia, getting up. Trixie laughed evilly at her "success" and Spike ran off to get help.

"See you never." said Trixie as the trapdoor closed, but then Knuckles jumped up and jammed it open with his bare hands.

"You forgot that I can shatter a 3-ton gemstone with a punch. This is nothing to me," he said, straining to hold the door open. Then Trixie hit him in the head with a mic-stand knocking him silly. "I'm the queen of France!" That was the last thing he said before he fell to the ground in the hole and the door closed.

Sadly, the Sirens had seen the whole thing and knew the show was theirs for the taking.

"Told you someone would give them a shove," said Adagio.

"She didn't shove them. She pulled a lever," said Sonata.

"Ugh, go back to sleep Sonata." said Aria as Adagio and the others facepalmed.


	11. Chapter 11

**Ch. 11: The Battle Gets Legit**

That evening, Trixie and her band were on stage in the finals, and the others were still trapped in the stage area under the stage. Rainbow was trying to get out by ramming herself against the door, but she was only earning a bruise on her arm.

"Give it up, Rainbow Dash," said Applejack. "You've been tryin' at this for hours. It's not gonna open."

"Knuckles, can't you dig us out?" asked Sonic.

"Not without the Shovel Claws, and I left those backstage up top," said Knuckles.

"Maybe it doesn't even matter that we're trapped down here," said Twilight. "I don't think the counterspell would've worked anyway."

"Course it would've worked, Twilight," said Applejack, before she got angry. "Assumin' a certain bandmember didn't try to hog the spotlight the whole time we were trying to play it."

"Hey! If you wanna tell Twilight she's getting a little too caught up trying to be the new leader of this band, you don't have to be all cryptic about it." said Rainbow.

"Are you kidding me?" asked Sonic.

"She was talking about you, Rainbow Dash." said Rarity.

"Me?" she asked surprised. "I'm just trying to make sure my band rocks as hard as it needs to."

"OUR BAND!" shouted everyone but the Underground, Sunset, and Twilight.

"But why wasn't it working?" asked Twilight. "I should know what to do. How can I not know what to do? How can I have failed like this?"

"Because you were under too much pressure. No harm in that," said Sonic.

"It might've been your idea to start a band, but it's not just your band, Rainbow Dash." said Applejack angrily.

"I'm the one who writes all the songs." said Rainbow.

"I write songs," said Fluttershy angrily. "You just never let us play any of them."

"I had _the_ most spectacular outfits for us to wear!" said Rarity.

"Again with the costumes!" said Applejack. "No one cares what we're wearin'!"

"I care, Applejack!" said Rarity. "So sorry if I enjoy trying to make a creative contribution to the band!"

"Hey! Anybody here remember fun?!" asked Pinkie. "I'll give you a hint: IT'S THE EXACT OPPOSITE OF BEING IN THE RAINBOOMS!"

" **I WISH I'D NEVER ASKED ANY OF YOU TO BE IN MY BAND!** " shouted Rainbow.

" _ **I WISH I'D NEVER AGREED TO BE IN IT!**_ " shouted Rarity.

" _ **ME NEITHER!**_ " shouted Applejack and Fluttershy. Then they started arguing like spoiled children, green haze drifting from them up through the stage. Up top, Trixie had just finished her performance and she walked off the stage.

"Try to top that." she said to the Dazzlings.

"Oh gosh, I don't know if we can," said Adagio sarcastically. Then the Sirens noticed the haze from the Rainbooms drifting up towards their pendants.

"Let's do this," said Scourge as he grabbed a guitar. Then Fiona turned on some lights which glowed green through the haze as the Dazzlings began to perform.

 **(Play "Welcome to the Show" – Original Movie)**

 _Sirens: Ahh, ah-ah, ahh  
_ _Ah, ah-ah, ah-ah-ah, ah-ah-ah_

 _Ah, ah-ah, ah-ah-ah, ah-ah-ah_

Even underground, Sunset and Sonic could sense the dark magic of the Sirens increasing.

"Stop! You have to stop!" said Sunset, quieting down the argument. "This is what they've been after all along. They're feeding off the magic inside you!"

"How can they be using our magic?" asked Applejack. "It's the Magic of Friendship."

"That's just it," said Sonic. "You're contorting it so they can use it."

"What?" asked everyone. Sunset looked at Twilight before she looked back at the girls.

"Ever since you started this band, you've been letting the little things get to you," she said. "I never said anything because I didn't feel like it was my place. Not when I was so new to this whole friendship thing. I know I still have a lot to learn, but I also know that if you don't work out even the smallest problems right off the bat, the Magic of Friendship can be turned into something else."

"The Sirens have been counting on that happening since they showed up and hypnotized everyone," said Sonic. "They figured that if they could have their unknowing minions screw everything up for you enough, your power would become theirs and they could take over." Twilight had run the whole thing over in her head, and when she put it all together, she realized they were right.

"I can't believe all this tension was happening right under my nose and I didn't realize it," she said. "I'm supposed to be the one with all the answers, and all I've done since I got here is let you down."

Sunset hesitated at first, but she put her hand on Twilight's shoulder. "I don't think anyone is supposed to have all the answers, but you can count on your friends to help you find them." Then Twilight realized something.

"I think you already have," she said. "Cmon. We need to get out of here."

"Thought you'd never ask," said Sonic and he spindashed into the door, only to bounce off. Quickly everyone bumrushed it in an attempt to force it open, but they fell over on each other.

"Well, that didn't work," said Shadow. Then the door opened to reveal Spike.

"Spike!" said Twilight and the two hugged.

"Sorry I took so long," he said. "I had to find somebody who wasn't under the Sirens' spell to help me get you out." Then the school DJ, Vinyl Scratch poked her head out.

"Just out of curiosity, why isn't she under their spell?" asked Silver.

"Never takes off her headphones." said Spike.

"Okay, that makes sense," said Silver as Vinyl gave them a thumbs-up. Manic bumped his fist to his chest and pointed at her, smiling.

Then Sonic realized he had something in his backpack. Something important. He opened it up and was relieved to see he still had them.

"Cmon y'all," said Applejack. "Time to prove we've still got the Magic of Friendship inside us."

"And there's only one way to do it," said Twilight.

"We're getting the band back together?" asked Pinkie excitedly.

"We're getting _our_ band back together," clarified Rainbow.

"And we want in," said Sonic. "How does the Sonic Rainbooms sound?"

"Whee!" shouted Pinkie.

"I'll take that as a yes." said Sonic.

"Ooh. Which version of the counterspell are we going to play?" asked Rarity.

"Quite honestly, I don't think it matters what song we play," said Twilight.

"As long as we play it together. As a team of friends." finished Sonic.

"I know just the song," said Rainbow, getting everyone worried.

"Uh-oh," said Tails.

"Fluttershy's written a really good one," said Rainbow. Fluttershy smiled cutely and somehow squealed like a happy baby.

"We're about to save the multiverse here," said Applejack. "Personally, I think we should do it in style."

"Agreed," said Silver. "Rarity?"

"I thought you'd never ask." she said, wheeling out a rack.

 _Sirens: Ahh, ah-ah, ah, ah-ah_ _  
_ _Ah-ha, ah-ah-ah, ah-ah-ah_ _  
_ _Ah-ah-ah-ah-ah_

 _Adagio: Welcome to the show_

 _Sonata and Aria: Ah-ah-ah-ah, ah_

 _Adagio: We're here to let you know_

 _Sonata and Aria: Ah-ah-ah-ah-ah-ah_

 _Adagio: Our time is now_

 _Sonata and Aria: Ah-ah-ah-ah, ah_

 _Adagio: Your time is running out_

 _Sonata and Aria: Ah, ah, ah_

Up on a ridge, both bands were decked out with the outfits Rarity picked for them, holding their instruments.

Twilight was wearing a sapphire blue sleeveless shirt with a gold star on the chest, a magenta skirt with gold stars, twin-colored tight-fitting pants; gold on the left, sapphire blue on the right, and shoes with hot pink trim.

Applejack was wearing a short-sleeve parakeet green cowgirl shirt with strawberry trim, a strawberry colored cowboy hat, a canary yellow skirt with some strawberry pink apples and some Aegean blue at the bottom, a syrup brown belt with an Aegean blue buckle, twin-colored tight-fitting pants; parakeet green on the right and strawberry pink on the left, and gold cowboy boots.

Pinkie was wearing a magenta shirt with an Aegean blue heart on her chest, a sky-blue skirt with magenta, Aegean blue and gold balloons, her usual bracelets, twin-colored tight-fitting pants; magenta on the right and violet on the left, and shoes with cerulean trim.

Rarity was wearing a magenta outfit with a diamond cerulean star on the right side of her chest, cerulean diamonds and eggplant purple musical notes on her skirt, twin-colored tight-fitting pants; cerulean on the right and fuscia pink on the left, and shoes with cerulean trim.

Rainbow was wearing a cerulean sleeveless shirt with a gold lightning bolt going over her right shoulder, a black skirt with cerulean, parakeet, crimson and gold lightning bolts, twin-colored tight-fitting pants; gold on the right and vibrant emerald green on the left, and cerulean shoes with gold lightning highlights.

Fluttershy was wearing a magenta sleeveless shirt with a chartreuse butterfly on the front, a chartreuse and black-striped skirt decorated with magenta butterflies, twin-colored tight-fitting pants; violet on the right and ballet slipper pink on the left and shoes with bright chartreuse trim.

Sonic was wearing an Aegean blue short-sleeve hoodie with scarlet stripes, a canary and white striped t-shirt (stripes going vertical, of course. It looks very slimming), stone blue jeans, and his shoes from "Sonic Adventure 2".

Shadow was wearing a black leather jacket with silver spikes on the shoulders, a crimson shirt, charcoal gray jeans, and new currant red shoes.

Tails was wearing an unzipped gold leather jacket over a marigold t-shirt, bronze jeans, and sky blue shoes, and he was holding his handheld under his arm to generate some typically impossible sounds.

Knuckles was wearing a crimson leather jacket over a sea-foam green shirt, denim jeans, and marigold shoes.

Sonia was wearing a dark blue and white outfit with red gloves, a red fabric belt and dark blue and white boots.

Silver was wearing bright silver jacket, a cloud gray shirt, black jeans, and shoes colored gold and sky blue.

Manic was wearing a shamrock green sleeveless hoodie, a pistachio green t-shirt, cobalt jeans, and scarlet and white stripped shoes.

As they were all watching, Rainbow realized something. "How are we supposed to play over them from up here?" Then they all heard a horn and saw Vinyl driving up in her car. Then she pressed a button on her keys, and the car transformed into an awesome looking portable DJ station. The wheels became giant speakers, there was a kick-ass LED light display with other speakers, the front morphed into a large volume monitor with rainbow lights, huge purple lava-lamps on the sides and Vinyl was up at the control panel.

"Whoa!" said the Rainbooms.

"That'll work," said Sonic. Quickly he plugged everyone's instruments into the car. "Let's do this."

"And quick. Look!" said Knuckles, pointing to the stage. The Dazzlings sent a huge wave of red sound energy down on everyone, hypnotizing everyone.

 _Sirens: Ah-ha, ah-ah-ah, ah-ah-ah  
Ah-ah-ah-ah-ah  
Ah-ha, ah-ah-ah, ah-ah-ah  
Ah-ah-ah-ah-ah_

 _Feel the wave of sound  
As it crashes down  
You can't turn away  
We'll make you wanna sta-a-ay_

Then the Sirens were surrounded by red energy and they started floating. Then their ears shifted into those of ponies, and their hair extended into tails. Then large dragon wings grew out of their backs.

 _Sirens: We will be adored  
Tell us that you want us  
We won't be ignored  
It's time for our reward_

 _Now you need us  
Come and heed us  
Nothing can stop us NNNOOOOOOWWW!_

Then they heard two fast-paced drumrolls and other people singing. Scourge looked closely and he saw it was Sonic and the Rainbooms. As they played, everyone in the amphitheater snapped out of it.

 _Sonic Rainbooms: Oh-oh, oh-whoa-oh  
I got the music in me  
Oh-oh, oh-whoa-oh_

 _Twilight: Don't need to hear a crowd  
Cheering out my name_

 _Sonic: I didn't come here seekin'  
Infamy or fame_

 _Sonic Rainbooms: The one and only thing  
That I am here to bring  
Is music, is the music  
Is the music in my soul_

Then suddenly, everyone started transforming. Twilight, Rainbow and Fluttershy gained their wings, and everyone gained their ears and tails. Then Sonic, Sonia and Manic grew wings. Then everyone gained one or two bright streaks in their hair. They were experiencing new Equestrian Rainbow Power.

Sonic's streaks were gold and crimson, Tails' was white, Knuckles' were tiger orange and emerald green, Manic's were sky blue and lemon yellow, Sonia's were gold and purple, Shadow's was gold, Silver's was cyan, Applejack's was rose red, Rarity's were fuscia pink and cerulean blue, Fluttershy's were chartreuse and violet, Rainbow's stayed the same, but she got some rainbow colors on her wings on the edges of her feathers, Pinkie's were mauve and sky blue and Twilight's were arctic blue and fuscia pink.

 _Sonic Rainbooms: Gonna break out (Out!)  
Set myself free, yeah  
Let it all go (Go!)  
Just let it be, yeah_

 _Find the music in your heart  
Let the music make you start  
To set yourself apart!_

"So the Sonic Rainbooms wanna turn this into a real Battle of the Bands?" asked Adagio. "Then let's battle." Once the Sirens started singing again, the crowd fell back under their spell.

 _Adagio: What we have in store (Sonata and Aria: Ah-ah)  
All we want and more (Ah-ah)  
We will break on through  
Now it's time to finish you!_

Once she said that the Sirens' eyes glowed red and their gems started glowing too.

"That doesn't look good," said Sonic. Then the Sirens used the power in their pendants to project magic representations of their Equestrian forms; flying hooved dragons with fish-tails. Then the whole sky turned red and dark clouds rolled in.

"That looks worse." said Shadow.

"I think we just made them angry," said Manic and he was right. The Dragon Sirens flew around them like a pack of wolves who had cornered a deer.

"Get ready, guys," said Sonic. Then the Dragon Sirens charged in for the attack when Vinyl raised the volume enough for large rainbow blasts to shoot out of the speakers when Manic and Pinkie played.

Rarity and Sonia played their keyboards and shot a plasma blast surrounded by energy diamonds at Dragon Aria, knocking her away.

Tails made his handheld loudly beep in sync with Fluttershy's tambourine before he activated his arm cannon and fired it at Dragon Adagio while surrounded by energy butterflies Fluttershy summoned.

"Wa-oh Wa-oh!" sang Twilight sending an onslaught of stars at Dragon Adagio. Sonic decided to back her up and fired a blast out of his guitar.

"But Adagio, who had had enough of this charade, sang even higher, knocking back the stars and the blast, and forcing her and Sonic back.

"Hold strong, Twilight!" shouted Sonic. Then all three Dragon Sirens flew up and sang in extremely close harmony, forcing them all back before they fell and the microphone flew out of Twilight's hand. And rolled over to Sunset's foot. She picked it up nervously and saw everyone looking at her.

"Sunset Shimmer!" shouted Twilight.

"We need you!" finished Sonic. She was worried and nervous, but she walked up with a stern look on her face and removed her jacket. Vinyl was about to turn on a drum machine, but Manic stopped her by holding one of his drumsticks under her hand.

"I got this, sweetheart," he said. Then he started banging on the drums as Sunset started singing and helping the others up.

 _Sunset: You're never gonna bring me down  
You're never gonna break this part of me  
My friends are here to bring me round  
Not singing just for popularity_

 _Sunset and Twilight: We're here to let you know  
That we won't let it go_

 _Sonic Rainbooms: Our music is a bomb and it's about to blow_

 _Sunset and Twilight: And you can try to fight  
But we have got the light of_

 _Sonic Rainbooms: Friendship on our side!_

The Dragon Sirens tried to charge and attack, but everyone held their arms out and released a massive wave of energy, knocking them back, and freeing everyone from the Sirens' spell.

 _Got the music in our hearts  
We're here to blow this thing apart  
And together, we will never  
Be afraid of the dark_

Then Sunset started glowing and floating before she gained her ears and tail.

 _Here to sing our song out loud  
Get you dancing with the crowd  
As the music of our friendship  
Survives, Survives!_

Then everyone glowed their colors and started floating. Huge beams of color shot from everyone and Sonic flew up after it as it formed a huge orb of rainbow energy and enormous blue energy wings appeared on his back as everyone in the crowd of the amphitheater started singing along.

 _All but Villains: Got the music in our hearts  
We're here to blow this thing apart  
And together, we will never  
Be afraid of the dark_

 _Here to sing our song out loud  
Get you dancing with the crowd  
As the music of our friendship  
Survives, Survives!  
SURVIVES!_

The Dazzlings were angry their spell had been broken until they saw Sonic in the air with massive blue energy wings, flowing rainbow glowing hair, and white glowing eyes. He held his hand up in the air and warmed up an enormous blast of rainbow colored energy.

"Ultimate… Harmonic…" he shouted. "CHAOS BLAST!" Then he blasted it down at the Sirens, first destroying their dragon avatars, then the gems in their pendants as well as causing some major damage to Scourge and Fiona.

After the blast, the sky had returned to normal and the Dazzlings were on the ground. The Sirens saw that their pendants had been shattered. They grabbed the shards, stood up and tried to sing, but they were horrifyingly offkey. Everyone booed and threw stuff at them, so they started running.

"Oh no ya don't." said Manic who had landed and returned to normal. Then he stomped on the ground and three rocks flew out of the side of the hill and hit all the Sirens in the face, knocking them out. Then Sonic, who had also returned to normal, zipped over and tied them up with a length of rope.

"And that sir, is a wrap," he said, patting Adagio on the head. Shadow had teleported over and handcuffed Scourge and Fiona with special cuffs that nullified their powers.

"I've already called Zonic to come over here and pick them up," he said as a warp-ring opened and a hedgehog in futuristic armor that looked almost exactly like Sonic walked out.

"Thanks for taking them down, Sonic," he said to his counterpart. "Zector and I will handle them from here."

"Glad to be of service," said Sonic as the prisoners were loaded up and flown away through the warp-ring. After they were gone, Sunset walked over and picked up a shard of one of their pendants.

"Guess that explains why these were so special to them." she said.

"Without those pendants and the magic you brought here from Equestria, they're just three harmless teenage girls." said Twilight.

"Well, I wouldn't say teenage girls are completely harmless," said Sonic. "I mean look at Sonia over here." Then Sonia just punched him to the ground but he quickly got up. "I'm okay. I'm good."

"Sonic Rainbooms rule!" shouted Flash as he ran up and hugged Twilight. "That was amazing!" Everyone giggled at them as they blushed. Then they slowly leaned towards each other when all of a sudden, Trixie popped up between them, totally killing the mood.

"You may have vanquished the Dazzlings, but you will never have the amazing, show-stopping ability of the Great and Powerful Trixie!" she said and threw down another smoke bomb, making everyone cough.

"I hate that." coughed Sonic. Once again, Pinkie was the first to open her eyes and was shocked.

"She's GONE!" she said before she saw her. "Oh wait. There she is." She was climbing over the back of the seats when she lost her balance and fell to the ground.

"Trixie's okay!" she shouted.

"Again with the disappearing act, Trixie!" said Silver. "Too much flash, not enough effect!" Then Flash scratched the back of his head awkwardly.

"Look Twilight, I know I said some stuff while I was under the Dazzlings' spell, but I just wanna tell you that I was actually fighting it in my head," he said. "Well, what I really mean to say is… I'm sorry."

"It's okay Flash. I know you weren't yourself, but I'm just really glad we fixed everything," she said, hugging him.

"Oh, for god's sake, just kiss already," said Sonic. The two quickly and nonchalantly did so, earning a loud "aww" from the crowd. Shadow quickly took the opportunity to spin Sunset into his arms and kiss her, which she graciously accepted. Sonic smiled at his old rival.

"I know Maria will be proud of you, Shadow." he thought. After the two couples broke the kisses, they hugged and then looked at the others.

"So, what now?" asked Silver.

"Y'know, Twilight is going back to Equestria soon. The Rainbooms could really use someone to help Fluttershy on backup vocals," said Rainbow, looking at Sunset.

Sunset quickly saw a guitar on the side of the stage, grabbed it and played it expertly unlike anyone else would. "I also play guitar," she said simply. Everyone on stage was blown away at that quick riff, Rainbow most of all. Her eyes quickly shifted over to Sonic, Shadow, and Twilight, who weren't.

"We'll see," said Rainbow. Then everyone grabbed Sunset in a strong group hug. Sunset was surprised at first, but then she smiled happily.


	12. Chapter 12

**Ch. 12: Shine like Rainbows**

The next morning, everyone was gathered at the portal to Equestria to say goodbye to Twilight.

"Sure wish you could stay longer," said Applejack.

"Me too," said Twilight. "But I have responsibilities in Equestria I have to get back to. Its citizens need me."

"I know how you feel." said Sonic.

"But now, I can go through the portal whenever I need to," said Twilight, her friends smiling at her. "This isn't goodbye. It's just goodbye till next time." Then she looked down at Spike. "Ready?"

"Ready." he replied. Just before Twilight entered the portal, Sonic smiled and said to her, "See ya round, Princess Twilight." Twilight smiled back and walked through the portal.

"Cmon y'all," said Applejack. "There's still one more thing we need to do before Sonic and the others go home." They all nodded. Later on, they were all back at the amphitheater setting up for their victory song. When they were almost ready, Sunset opened her magic book and started writing to Twilight.

" _Dear Princess Twilight,"_ she wrote. _"Missing you already, and hoping you'll be back soon. Things are defiantly looking up for me here at Canterlot High. But I know I still have a lot to learn about friendship. Hope you don't mind if I write to you for advice when I need it. Your friend, Sunset Shimmer."_

Once she was done, she closed the book and smiled. "You ready or what?" asked Rainbow.

"Ready," she said, running over with her guitar.

 **(Play "Shine Like Rainbows" – Original movie)**

Then Pinkie and Manic counted off the beat. "1 2 3 4!" Sonic and the others had set their guitars to their acoustic mode and started playing along.

 _Applejack: Once upon a time_

 _Knuckles: You came into my world and made the stars align_

 _Rarity: Now I can see the signs_

 _Silver: You pick me up when I get down so I can shine_

 _All: Shine like rainbows  
Shine like rainbows_

 _Rainbow: Friends, you are in my life_

 _Sonic: And you can count on me to be there by your side_

 _Sunset: And when the music comes alive_

 _Shadow: We sing our songs to lift us up so we can shine_

 _All: And the sound that we hear in our hearts  
Makes a crescendo (Ah-ha-ah)  
And the light that ignites in the dark  
It makes us all glow_

 _And shine like rainbows  
We shine like rainbows_

 _Together we stand  
As the rain begins to fall  
And holdin' our heads up high  
As the sun shines through it all_

 _Everyone in the story: And the sound that we hear in our hearts  
Makes a crescendo (Rarity: Crescendo)  
And the light that ignites in the dark  
It makes us glow (Manic: All glow)_

 _And shine like rainbows (Fluttershy: Shine like rainbows)  
We shine like rainbows (Tails: Oh, we shine like rainbows)  
Shine like rainbows (Rainbow: Shine like rainbows)  
We shine like rainbows (Sonic: We shine like rainbows)_

 _Sonic Rainbooms: We shine like rainbows_

Once the song ended, everyone bowed to the large cheering crowd as Celestia walked up.

"Congratulations girls," she said. "You won the Battle of the Bands, and saved us all from those awful Sirens and criminals."

"Our pleasure, Principal Celestia," said Sonic. "All part of the hero gig." Then he checked his watch. "Well, we'd better get going," he said. "Tails?"

"On it." said the fox, opening the vortex to Mobius.

"I wish you could hang out more," said Rainbow.

"Us too, but we're Mobius' guardians and greatest warriors," said Sonic. "If we're not there to defend it, who will be?" Then Shadow remembered something.

"I'm probably gonna stay behind for now," he said before looking at Sunset. "You free Saturday night?"

Sunset blushed. "Uh, y-yeah. Why?" she asked.

"Well, I was wondering. You wanna get dinner with me?" asked Shadow.

Sunset blushed even more. "Did- Did you just ask me out?" she asked.

"Well, yeah. I guess I did. So how 'bout it?" he asked. Sunset smiled and hugged him.

"Reopen the portal Sunday morning," she told Tails. "We've got a date."

Tails smiled as he and the others entered the portal. Just before Sonic went through, he looked at Shadow and winked at him. "Good luck, tiger," he said. Shadow smiled. "Oh, and Rainbow?"

"Hmm?" she asked.

"Take this," he said, tossing her a small watch. "It's an interdimensional wristcom. Anything comes up that might need the Mobian Touch, just give us a call."

"Will do." she said and Sonic jumped through the portal.


	13. Epilogue

**Epilogue**

In a small laboratory, somewhere, a hand pulled some sort of reading from a machine and pinned it to a bulletin board, which contained… well, everything. Everything that had happened since Sonic, Sonia, Manic and Twilight first appeared; rusted-out Badnik parts, shrapnel from the Sirens' pendants, everything. The owner of the hand turned out to be that of no one other than this universe's Twilight Sparkle. She looked practically the same as Equestria's Twilight, except she was wearing a pair of thick black glasses, her hair was in a bun and her hair's pink streak was a bit thicker than Equestria's Twilight.

"No doubt about it, Spike," she said to her dog. "There's definitely something strange going on at that school…" Her Spike barked as she thought.


End file.
